Haynes and Boone Sample Contracts

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 14, 2018, is by and among KMG Chemicals, Inc., a Texas corporation (the "Company"), Cabot Microelectronics Corporation, a Delaware corporation ("Parent"), and Cobalt Merger Sub Corporation, a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties."

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)
BioSig Technologies, Inc. – Securities Purchase Agreement (August 16th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of [*] by and among BioSig Technologies, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Hilltop Holdings – OFFICE LEASE BETWEEN SPC PARK PLAZA PARTNERS LLC, DIAMOND HILLCREST, LLC, AND HTH HILLCREST PROJECT LLC, AS CO-OWNERS (LANDLORD) AND HILLTOP HOLDINGS INC. (Doing Business in Texas as HTH HOLDINGS INC.) (TENANT) (August 6th, 2018)

This Office Lease (this Lease) is entered into by and between SPC PARK PLAZA PARTNERS LLC, a Texas limited liability company, DIAMOND HILLCREST, LLC, a Texas limited liability company, and HTH HILLCREST PROJECT LLC, a Texas limited liability company, as co-owners (collectively, Landlord), and HILLTOP HOLDINGS INC., a Maryland corporation, doing business in Texas as HTH Holdings Inc. (Tenant), and shall be effective as of , 2018 (the Effective Date).

Hilltop Holdings – HILLTOP PLAZA CO-OWNERS AGREEMENT July 31, 2018 (August 6th, 2018)

THIS CO-OWNERS AGREEMENT (this Agreement) dated effective July 31, 2018 (the Effective Date), is entered into by and among Diamond Hillcrest, LLC, a Texas limited liability company (Ford Owner), HTH Hillcrest Project LLC, a Texas limited liability company (Hilltop Owner), and SPC Park Plaza Partners LLC, a Texas limited liability company (SPC Owner) (together with any other persons or parties who acquire an interest and assume the rights and obligations hereunder by written instrument, each sometimes referred to as a Co-Owner or collectively as the Co-Owners), with reference to the facts set forth below.

Hilltop Holdings – Retail Lease Between Spc Park Plaza Partners Llc, Diamond Hillcrest, Llc, and Hth Hillcrest Project Llc, as Co-Owners (Landlord) and Plainscapital Bank (Tenant) (August 6th, 2018)

This Retail Lease (this Lease) is entered into by and between SPC PARK PLAZA PARTNERS LLC, a Texas limited liability company, DIAMOND HILLCREST, LLC, a Texas limited liability company, and HTH HILLCREST PROJECT LLC, a Texas limited liability company, as co-owners (collectively, Landlord), and PLAINSCAPITAL BANK, a Texas chartered bank (Tenant), and shall be effective as of , 2018 (the Effective Date).

Hilltop Holdings – Ground Lease Agreement (August 6th, 2018)

THIS GROUND LEASE AGREEMENT (this Lease), is made and entered into effective as of the 31st day of July, 2018 (the Effective Date), by and among HTH DIAMOND HILLCREST LAND LLC, a Texas limited liability company (Landlord), and SPC PARK PLAZA PARTNERS LLC, a Texas limited liability company (SPC CO-OWNER), as to an undivided 50% leasehold interest, HTH HILLCREST PROJECT LLC, a Texas limited liability company (HILLTOP CO-OWNER), as to an undivided 25% leasehold interest, and DIAMOND HILLCREST, LLC, a Texas limited liability company (FORD CO-OWNER), as to an undivided 25% leasehold interest, (SPC Co-Owner, Hilltop Co-Owner and Ford Co-Owner being collectively referred to herein as (Tenant) and being individually referred to herein as a Tenant Co-Owner).

Stv Group Inc – Underwriting Agreement (August 3rd, 2018)
Loton, Corp – Securities Purchase Agreement (July 3rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of June 29, 2018, between LiveXLive Media, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

InspireMD, Inc. [*] Shares of Common Stock Pre-Funded Warrants to Purchase [*] Shares of Common Stock and Warrants to Purchase [*] Shares of Common Stock (June 26th, 2018)
Haynes and Boone, Llp (June 26th, 2018)
Vista Proppants & Logistics Inc. – Amendment No. 1 to Amended and Restated Senior Secured Credit Agreement (June 20th, 2018)

THIS AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of November 9, 2017, is among: Vista Proppants and Logistics, LLC, a Delaware limited liability company (Parent), VPROP Operating, LLC, a Delaware limited liability company (the Borrower); each of the Lenders from time to time party hereto; and Ares Capital Corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

Fourth Amendment to Seventh Amended and Restated Credit Agreement (June 7th, 2018)

THIS FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), is made and entered into as of April 13, 2018, by and among Vail Holdings, Inc., a Colorado corporation ("Borrower"), Bank of America, N.A., as Administrative Agent, a Swing Line Lender, a L/C Issuer and Lender (in its capacity as administrative agent, "Administrative Agent"), and the other Lenders, Swing Line Lenders and L/C Issuers named on the signature pages hereto.

Callon Petroleum Company – PURCHASE AGREEMENT CALLON PETROLEUM COMPANY 6.375% Senior Notes Due 2026 Purchase Agreement (June 1st, 2018)
Callon Petroleum Company – PURCHASE AND SALE AGREEMENT Between Cimarex Energy Co. Et Al., as Seller, and Callon Petroleum Operating Company, as Buyer Dated May 23, 2018 (May 24th, 2018)

This Purchase and Sale Agreement (this Agreement), executed as of May 23, 2018 (the Execution Date), is by and between Cimarex Energy Co., a Delaware corporation (Cimarex), Prize Energy Resources, Inc., a Delaware corporation (Prize) and Magnum Hunter Production, Inc., a Texas corporation (Magnum Hunter) (Cimarex, Prize and Magnum Hunter being collectively called, Seller), and Callon Petroleum Operating Company, a Delaware corporation (Buyer).

Earthstone Energy, Inc. – Third Amendment to Credit Agreement (May 23rd, 2018)

This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") entered into on May [ ], 2018, is among EARTHSTONE ENERGY HOLDINGS, LLC, a Delaware limited liability company ("Borrower"), EARTHSTONE OPERATING, LLC, a Texas limited liability company ("EO"), EF NON-OP, LLC, a Texas limited liability company ("EF"), SABINE RIVER ENERGY, LLC, a Texas limited liability company ("Sabine"), EARTHSTONE LEGACY PROPERTIES, LLC, a Texas limited liability company ("ELP"), LYNDEN USA OPERATING, LLC, a Texas limited liability company ("LUO"), BOLD ENERGY III LLC, a Texas limited liability company ("BE") and BOLD OPERATING, LLC, a Texas limited liability company ("BO"), as guarantors (EO, EF, Sabine, ELP, LUO, BE and BO, each a "Guarantor" and collectively, the "Guarantors"); each Lender (defined below) who is a signatory hereto and BOKF, NA dba BANK OF TEXAS, a national banking association, as administrative agent ("Agent") for the Lenders. The party or parties are sometimes individually referred to

Golub Capital Investment Corp – Amended and Restated Revolving Credit Agreement (May 22nd, 2018)

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of May 17, 2018 by and among GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation ("Borrower"), and SUMITOMO MITSUI BANKING CORPORATION, a foreign banking corporation organized under the laws of Japan (in its individual capacity, "SMBC"), as Administrative Agent for the Lenders (as each term is hereinafter defined), and the Lenders.

BioSig Technologies, Inc. – May 16, 2018 BioSig Technologies, Inc. 12424 Wilshire Boulevard, Suite 745 Los Angeles, California 90025 (May 16th, 2018)

We have acted as counsel to BioSig Technologies, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration of 1,977,726 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), comprised of (i) up to 1,000,000 shares of Common Stock (the "Shares") issuable upon the conversion of 1,000 shares of the Company's Series E Convertible Preferred Stock (the "Series E Stock"), (ii) up to 294,392, shares of Common Stock issuable as a make-whole dividend upon conversion of the Series E Stock (the "Dividend Shares" and together with the Shares the "Conversion Shares") and (iii) up to 683,334 shares of Common Stock (the "Warrant Shares") issuable upon the exercise of warrants (the "Warrants"), pursuant to the registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed with the Securities and Exchange Commission (the "Commission") on May 16, 2018.

Colony NorthStar Credit Real Estate, Inc. – Third Amendment to Master Repurchase Agreement (May 15th, 2018)

THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of January 31, 2018 (this "Amendment"), by and among CB LOAN NT-II, LLC, a Delaware limited liability company ("Seller"), and CITIBANK, N.A., a national banking association ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).

Colony NorthStar Credit Real Estate, Inc. – Sixth Amendment to Master Repurchase Agreement (May 15th, 2018)

SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of January 31, 2018 (this "Amendment"), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company ("Seller"), and CITIBANK, N.A., a national banking association ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).

TCW Direct Lending VII LLC – TCW DIRECT LENDING VII LLC, as Borrower REVOLVING CREDIT AGREEMENT NATIXIS, NEW YORK BRANCH, as Administrative Agent NATIXIS, NEW YORK BRANCH, as Sole Lead Arranger and Sole Bookrunner and the Conduit Lenders, Committed Lenders, and Funding Agents From Time to Time Party Hereto May 10, 2018 (May 14th, 2018)

This REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this Credit Agreement) is dated as of May 10, 2018 by and among TCW DIRECT LENDING VII LLC, a Delaware limited liability company (Borrower), NATIXIS, NEW YORK BRANCH (in its individual capacity, Natixis), as administrative agent for the Lenders (together with any successor appointed pursuant to Section 12 below, the Administrative Agent), and the Committed Lenders, Conduit Lenders, Funding Agents and other Borrower Parties from time to time party hereto (each capitalized term not defined is defined below).

Signature Group Hold – Elah Holdings, Inc. Securities Purchase Agreement (May 9th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 9, 2018, is made by and among Elah Holdings, Inc. (f/k/a Real Industry, Inc.), a corporation organized under the laws of the State of Delaware (the "Company"), 210/RELY Partners, LP, a Texas limited partnership (the "210 Purchaser"), Goldman Sachs BDC, Inc., a Delaware corporation, Goldman Sachs Private Middle Market Credit LLC, a Delaware limited liability company, and Goldman Sachs Middle Market Lending Corp., a Delaware corporation (individually, a "GS Purchaser," and collectively, the "GS Purchasers" and, together with the 210 Purchaser, the "Purchasers").

Stratean Inc. – Asset Purchase Agreement (May 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of May 2, 2018, is by and between CLEANSPARK, INC., a Nevada corporation ("Purchaser"), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation ("Seller"). Purchaser and Seller are referred to collectively herein as the "Parties".

Pioneer Power Solutions, Inc. – Asset Purchase Agreement (May 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of May 2, 2018, is by and between CLEANSPARK, INC., a Nevada corporation ("Purchaser"), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation ("Seller"). Purchaser and Seller are referred to collectively herein as the "Parties".

Commercial Metals Company – Registration Rights Agreement (May 3rd, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of May 3, 2018, by and among Commercial Metals Company, a Delaware corporation (the Company), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers (the Initial Purchasers) listed on Schedule A to the Purchase Agreement (as defined below), each of whom has, severally and not jointly agreed to purchase the Companys 5.750% Senior Notes due 2026 (the Initial Securities) pursuant to the Purchase Agreement.

Sundance Energy Australia Ltd – Purchase and Sale Agreement (May 1st, 2018)
Sundance Energy Australia Ltd – Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement From Sea Eagle Ford, Llc To (May 1st, 2018)

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Mortgage") is entered into as of April 23, 2018 (the "Effective Date") by SEA EAGLE FORD, LLC, a Texas limited liability company (the "Mortgagor"), in favor of Tim Polvado, as Trustee for the benefit of NATIXIS, NEW YORK BRANCH, as Administrative Agent (in such capacity, together with its successors and assigns, the "Mortgagee"), and the other Secured Parties with respect to all Mortgaged Properties located in or adjacent to the Deed of Trust State and with respect to all UCC Collateral.

Sundance Energy Australia Ltd – Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement From Armadillo E&p, Inc. To (May 1st, 2018)

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Mortgage") is entered into as of April 23, 2018 (the "Effective Date") by ARMADILLO E&P, INC., a Delaware corporation (the "Mortgagor"), in favor of Tim Polvado, as Trustee for the benefit of NATIXIS, NEW YORK BRANCH, as Administrative Agent (in such capacity, together with its successors and assigns, the "Mortgagee"), and the other Secured Parties with respect to all Mortgaged Properties located in or adjacent to the Deed of Trust State and with respect to all UCC Collateral.

BioSig Technologies, Inc. – Disclosure Schedules and Exhibits to Unit Purchase Agreement (May 1st, 2018)

This UNIT PURCHASE AGREEMENT (this "Agreement") is dated as of [*], 2018 by and among BioSig Technologies, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Sundance Energy Australia Ltd – Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement From Sundance Energy, Inc. To (May 1st, 2018)

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Mortgage") is entered into as of April 23, 2018 (the "Effective Date") by SUNDANCE ENERGY, INC., a Colorado corporation (the "Mortgagor"), in favor of Tim Polvado, as Trustee for the benefit of NATIXIS, NEW YORK BRANCH, as Administrative Agent (in such capacity, together with its successors and assigns, the "Mortgagee"), and the other Secured Parties with respect to all Mortgaged Properties located in or adjacent to the Deed of Trust State and with respect to all UCC Collateral.

NOW Inc. – CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NOW INC., as Parent, NOW INC. And DNOW L.P., as US Borrowers, and DNOW CANADA ULC, as Canadian Borrower Dated as of April 30, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. And ROYAL BANK OF CANADA, as Joint Lead Arrangers, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. And ROYAL BANK OF CANADA, as Joint Book Runners, JPMORGAN CHASE BANK, N.A. And ROYAL BANK OF CANADA, as Co-Syndication Agents, and FIFTH TH (May 1st, 2018)

THIS CREDIT AGREEMENT, is entered into as of April 30, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a Lender, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent), WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. and ROYAL BANK OF CANADA, each as a joint lead arranger (in such capacity, together with its respective successors and assigns in such capacity, the Joint Lead Arrangers), WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. and ROYAL BANK OF CANADA, each as a joint bookrunner (in such capacity, together with its respective successors and assigns in such capacity, the Joint Book Run

Sundance Energy Australia Ltd – CREDIT AGREEMENT Dated as of April 23, 2018 Among (May 1st, 2018)

THIS CREDIT AGREEMENT dated as of April 23, 2018, is among SUNDANCE ENERGY AUSTRALIA LIMITED, a limited company organized and existing under the laws of South Australia ("Parent"), SUNDANCE ENERGY, INC., a Colorado corporation (the "Borrower"), each of the Lenders from time to time party hereto and Natixis, New York Branch (in its individual capacity, "Natixis"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

Commercial Metals Company – Commercial Metals Company 5.750% Senior Notes Due 2026 PURCHASE AGREEMENT (April 20th, 2018)

Introductory. Commercial Metals Company, a Delaware corporation (the Company), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and the other several Initial Purchasers named in Schedule A (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in such Schedule A of $350,000,000 aggregate principal amount of the Companys 5.750% Senior Notes due 2026 (the Securities). Merrill Lynch has agreed to act as the representative of the several Initial Purchasers (the Representative) in connection with the offering and sale of the Securities.

Combination Agreement (April 9th, 2018)

THIS COMBINATION AGREEMENT (this Agreement), dated as of April 6, 2018, is entered into among Archie Bennett, Jr. and Monty J. Bennett (collectively, the Bennetts); Remington Holdings, L.P., a Delaware limited partnership (Remington); Remington Holdings GP, LLC, a Delaware limited liability company and the general partner of Remington (the General Partner); Project Management LLC, a Maryland limited liability company and wholly owned Subsidiary of Remington (PM LLC); solely for the purpose of conveying the interest in PM LLC to be acquired by it pursuant to the PM Formation Agreement (as defined below), MJB Investments, LP (MJB Investments); solely for the purpose of conveying the interest (if any) in PM LLC to be acquired by him pursuant to the PM Formation Agreement, Mark A. Sharkey (Sharkey); Ashford, Inc., a Maryland corporation (AINC); Ashford Holding Corp., a Maryland corporation and wholly owned Subsidiary of AINC (New Holdco); and Ashford Merger Sub Inc., a Maryland corporation

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among (April 3rd, 2018)

This Second Amended and Restated Credit Agreement, dated as of April 2, 2018, is made and entered into by and among SRC Energy Inc., a Colorado corporation (the "Borrower"), each of the Lenders from time to time party hereto, and SunTrust Bank, individually, as Swing Line Lender, Issuing Bank and as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").